| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DeFi Development Corp. [ DFDV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/27/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 468,517(1) | I | By Defi Dev LLC(2) | |||||||
| Series A Preferred Stock | 1,000 | I | By Defi Dev LLC(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (Right to buy) | $22.5 | 11/21/2025 | J | 46,852(3) | 11/16/2025 | 01/21/2028 | Common Stock | 46,852 | $0.0000 | 46,852 | D | ||||
| Warrant (Right to buy) | $22.5 | 10/27/2025 | J | 46,852(4) | 11/16/2025 | 01/21/2028 | Common Stock | 46,852 | $0.0000 | 46,852 | I | By Defi Dev LLC(2) | |||
| Warrant (Right to buy) | $22.5 | 11/21/2025 | J | 46,852(3) | 11/16/2025 | 01/21/2028 | Common Stock | 46,852 | $0.0000 | 0.0000 | I | By Defi Dev LLC(2) | |||
| Stock Option (Right to buy) | $3.91 | 04/09/2026(5) | 04/09/2035 | Common Stock | 180,985 | 180,985 | D | ||||||||
| Explanation of Responses: |
| 1. Reflects a 7-for-1 forward stock split effective on May 21, 2025. |
| 2. Mr. Han is a member of Defi Dev LLC, a manager-managed limited liability company. The securities herein are voted on by Parker White serving as manager of Defi Dev LLC. |
| 3. Represents a pro rata distribution by Defi Dev LLC to its Class A members. |
| 4. On October 8, 2025, DFDV declared a warrant dividend of warrants to purchase common stock in the amount of 1 warrant for each 10 shares of common stock held by each shareholder of record on October 23, 2025. The warrants were distributed on or around October 27, 2025. As a result, the reporting person received 46,852 warrants to purchase DFDV common stock. |
| 5. The date shown is the first date exercisable. One-fourth (1/4th) of the total number of shares subject to the Option shall vest on the first anniversary of the grant date, and thereafter one-thirty-sixth (1/36th) shall vest on the same date of the month applicable to the first vesting date on each of the thirty-six (36) months that occur after the date shown, such that 100% of the shares subject to the Option will be vested on the four (4) year anniversary of the grant date, subject to the reporting person's continued service through each applicable vesting date. |
| /s/ Fei Han | 11/25/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||